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FIRST AMENDMENT TO PROMISSORY
NOTE
This First
Amendment to Promissory Note (“ Amendment ”)
between NNN Gallery Medical, LLC, a Delaware limited liability
company (“ Borrower ”), and NNN REALTY ADVISORS,
INC., a Delaware corporation (the “Guarantor”) and
LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(together with its successors and assigns, “ Lender
”) is hereby entered into and effective as of
February 12, 2008.
WHEREAS,
Lender made a loan (the “ Loan ”) to Borrower
which is evidenced by that certain Promissory Note, dated
February 5, 2007, in the original principal amount of SIX
MILLION AND 00/100 DOLLARS ($6,000,000.00), made by Borrower to
Lender (the “ Note ”).
WHEREAS,
the Note is secured, in part, by that certain Mortgage, Security
Agreement and Fixture Filing dated as of February 5, 2007
executed by Borrower in favor of Lender (the “ Security
Instrument ”).
WHEREAS,
the parties wish to amend certain provisions of the Note related to
Borrower’s right to defease.
NOW
THEREFORE, in consideration of the promises recited above, and for
other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
| 1. |
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The foregoing recitals are hereby incorporated herein as terms
of this Amendment. All defined terms defined or otherwise utilized
in the Note or Loan Documents referred to therein shall have the
same meaning in this Amendment, except to the extent, if any,
otherwise defined herein. |
| 2. |
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The first paragraph in the Subparagraph numbered 3.1 and
entitled “Defeasance.” is hereby amended and restated
as follows: |
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Notwithstanding any provision of this Paragraph 3 to
the contrary (but subject to the last sentence
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